NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ("Agreement"), dated as of

//10/2023 (the "Effective Date"), is entered into between THE ROBOT COMPANY LLC (together
with its principals, affiliates and related entities, “Company”) a ____________-____ (together with its
affiliates and related entities, “Recipient”) for the purpose of protecting and preserving the confidential and/or
proprietary nature of information to be disclosed or made available by Company to Recipient in connection with
the evaluation and negotiation of a possible business relationship (the “Possible Business Relationship”). As a
condition to Company continuing discussions in respect of and/or entering into the Possible Business Relationship
and/or furnishing to Recipient any Confidential Information (as defined below), the parties hereby agrees as
follows:

1. Confidential Information. The fact that Recipient and Company are in, or intend to enter into, discussions
regarding the Possible Business Relationship, as well as any terms, conditions or other matters being discussed
with respect to the Possible Business Relationship and/or any agreement resulting therefrom, and the Confidential
Information will be treated as confidential, nonpublic, secret and proprietary and will not be disclosed or divulged
by Recipient or its Representatives (as defined below) to anyone, except (a) with the prior written permission of
Company or (b) as may be required by law, rule or regulation or by the order or demand of a court or government
agency or authority, provided that Recipient promptly notifies Company of the requirement of such disclosure and
otherwise complies with paragraph 2 hereof. “Confidential Information” means such sensitive, confidential or
proprietary information as is made available, delivered, provided or otherwise disclosed, or caused to be made
available, delivered, provided or otherwise disclosed, to Recipient by or on behalf of Company. Except as set
forth below, Confidential Information shall include all information, documents and materials (including, without
limitation, requests for proposals, confidential intellectual property, trade secrets, customer lists, employee
information, marketing strategies, sales data and financial projections) that are or, prior to the date hereof, have
been made available, delivered, provided or otherwise disclosed by or on behalf of Company to Recipient or its
employees, attorneys, accountants and advisors (collectively, “Representatives”), whether oral, written, visual or
in some other form, and whether or not identified as confidential. If Recipient or its Representatives make copies
of or include in other documents the Confidential Information, each such copy is hereby deemed Confidential
Information. The term “Confidential Information” shall not include information which (a) is or becomes
generally available to the public, other than as a result of a disclosure by Recipient hereunder or its
Representatives or (b) is or was independently developed or discovered by Recipient without use of or reference
to the Confidential Information.

2. Limited Use of Confidential Information. Confidential Information will not be used by Recipient or its
Representatives for any purpose other than the evaluation of the Possible Business Relationship and not in any
way detrimental to Company. Notwithstanding the foregoing, Recipient may disclose the Confidential
Information and the fact that Recipient and Company are in discussions regarding the Possible Business
Relationship to those of its Representatives who need to review such material and have such information for the
purpose of evaluating the Possible Business Relationship, but only after Recipient has informed them of the
confidential nature of the Confidential Information and any such Representatives have agreed in writing to adhere
to this Agreement as if directly bound hereby or are bound by non-disclosure obligations no less restrictive than
this Agreement. Recipient agrees to be responsible for any breach of this Agreement by it or its Representatives
and disclosure by Recipient to its Representatives will not affect the obligations of Recipient or its
Representatives. In the event that Recipient or its Representatives shall be requested or required by governmental
order, judicial process or similar means to disclose any Confidential Information, Recipient agrees to provide
prompt written notice to Company of such request and Recipient or its Representative(s), as applicable, agrees to
assert the confidentiality of the relevant Confidential Information to the body requiring disclosure and seeks an
order or other reliable assurance that confidential treatment will be accorded to such disclosed Confidential
Information and any such disclosure is only for the limited purpose of satisfying such requirement and only to the
extent necessary to do so. In addition and without limitation of Company’s remedies, Company may seek
appropriate protective orders or other legal remedies with respect to such required disclosure and Recipient or its

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Representative(s), as applicable, agrees to cooperate with Company’s efforts to do so.

3. No Obligation Regarding Purpose of Disclosure. Neither Recipient nor Company shall have any
obligation to enter into the Possible Business Relationship or any transaction whatsoever by reason of this
Agreement, the disclosure, receipt or review of any Confidential Information or participation in discussions or
negotiations regarding of the Possible Business Relationship; and either party may, in its sole discretion, terminate
discussions regarding the Possible Business Relationship at any time prior to execution of a definitive agreement.
The parties do not intend that any joint venture, agent, partnership or other relationship be created by them by
virtue of this Agreement, other than that of independent contractors. Nothing in this Agreement shall, or is
intended to, grant any license, interest or right to Recipient or its Representatives, including, without limitation,
under any patent, copyright, trade secret or other intellectual property right of Company or to the Confidential
Information. Each party hereto shall be responsible for its own costs and expenses in connection with the
evaluation and negotiation of the Possible Business Relationship.

4. No Warranty. Company does not, and shall not, have any liability to Recipient and/or any of its
Representatives resulting from the use or content of the Confidential Information or from any actions taken or any
inaction occurring in reliance on the Confidential Information. COMPANY MAKES NO REPRESENTATIONS
OR WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE IN RELATION TO THE CONFIDENTIAL
INFORMATION, INCLUDING, WITHOUT LIMITATION, AS TO THE ACCURACY OR COMPLETENESS
THEREOF.

5. Return or Destruction of Confidential Information. Upon the request of Company, Recipient will
promptly deliver to Company or destroy (at Company’s election) all of the Confidential Information furnished to
Recipient or any of its Representatives by or on behalf of Company and shall destroy all summaries, proposals,
extracts, analyses and all other physical, digital, electronic documents or materials prepared by Recipient or any
of its Representatives based thereon (in whatever media such Confidential Information and materials based
thereon may exist, including all copies contained on any computer tapes, computer disks or any other form of
electronic or magnetic media), without retaining any copies or other reproductions of any kind thereof. Recipient
shall certify in writing to Company that such destruction was conducted within ten (10) days thereafter.

6. Remedies. Recipient understands and agrees that its breach or threatened breach of this Agreement will
cause irreparable injury to Company and that money damages will not provide an adequate remedy for such
breach or threatened breach, and Recipient hereby agrees that, in the event of such a breach or threatened breach,
Company will also be entitled, without the requirement of posting a bond or other security, to equitable relief,
including injunctive relief and specific performance. Company’s rights under this Agreement are cumulative, and
no failure or delay by Company in exercising and right, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any right, power or privileges hereunder.

7. Non-Solicitation. Recipient will not, without Company’s express written permission, directly or
indirectly solicit, induce, hire, engage, or attempt to hire or engage any employee or independent contractor of
Company, or in any other way interfere with Company’s employment or contractual relations with any of its
employees or independent contractors.

8. Term. The obligations of Recipient under this Agreement shall commence upon the Effective Date and
shall continue at all times in perpetuity and shall survive the conclusion or termination of any negotiations
regarding a Possible Business Relationship and/or any return or destruction of the Confidential Information
pursuant to paragraph 5 above.

9. Severability; Waiver. If any part of this Agreement is held by a court of competent jurisdiction to be
illegal or contrary to public policy or otherwise unenforceable, such invalid or unenforceable part shall be deemed
modified or eliminated to the limited extent which, in the court's opinion, is necessary to make the remaining

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part(s) enforceable. The waiver by a party of any right hereunder will not be considered a waiver thereof unless
expressly waived in a writing signed by the waiving party. No single waiver will be considered a continuing or
subsequent waiver or a waiver of any other right.

10. Miscellaneous. This Agreement contains the entire and sole agreement between Recipient and Company
with respect to the matters covered hereby, and no modification or termination of this Agreement or waiver of the
terms and conditions hereof shall be binding upon Recipient or Company, unless approved in writing by each of
the parties hereto or, in the case of a waiver, by Company. It is understood and agreed that no failure or delay by
Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege hereunder. This Agreement shall be construed in accordance with, and all disputes hereunder
shall be governed by, the laws of the State of California applicable to contracts negotiated, executed and
performed entirely in that state, but without giving effect to the conflict of laws rules thereunder. The exclusive
sites of any legal proceeding in connection with this Agreement are the state and federal (as applicable) courts of
competent jurisdiction located in the State of California, County of Los Angeles, and the parties agree, and waives
and objections, to the personal jurisdiction and the venue of such courts. THE PARTIES WAIVE TRIAL BY
JURY IN CONNECTION WITH ANY CLAIM, ACTION OR SUIT ASSERTED, BROUGHT OR ARISING
UNDER THIS AGREEMENT. This Agreement may not be assigned by Recipient without the prior written
consent of Company. This Agreement shall be binding upon and shall inure to the benefit of the successors and
permitted assigns of the parties hereto. This Agreement may be executed in one or more counterparts. Delivery of
an executed counterpart of this Agreement by facsimile transmission or other electronic means shall be effective
as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized
representatives.

THE ROBOT COMPANY LLC

Signature: Signature:

Printed: _______________ Printed:

Title: ___________________ _____ Title: